Exhibit 10.7
                                    EXHIBIT I

                      (To be Executed by Registered Holder
                      ------------------------------------
                         in order to Convert Debenture)
                         ------------------------------

                                CONVERSION NOTICE
                                       FOR
                6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005

         The undersigned, CD INVESTMENT PARTNERS, LTD., as Holder of the 6%
Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the
"Company"), No. 5, in the outstanding principal amount of $200,000 (the
"Debenture"), hereby elects to convert ALL of the outstanding principal amount
of the Debenture into shares of Common Stock, par value $.01 per share (the
"Common Stock"), of the Company according to the conditions of the Debenture, as
of the date written below.

         Date of Conversion: September 30, 2004

         Principal Amount of Debentures to be converted: $200,000

         Tax ID Number (If applicable): 01-0758615

Please confirm the following information:

         Conversion Price: $3.05 per Share

         Number of shares of Common Stock to be issued: 65,574 SHARES, plus 1005
Interest Shares for total shares on conversion of 66,579

         Is the Variable Price being relied on pursuant to Section 6(c) of the
Debenture?

         (check one)  YES [ ]  NO [X]

         Please issue the Common Stock into which the Debentures are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:

         Issue to: CD Investment Partners, Ltd.

         Address: 2 North Riverside Plaza, Suite 600
                  Chicago, Illinois 60606

                  Attn:  John Ziegelman, President

         Telephone Number: (312) 466-3226

         Facsimile Number: (312) 559-1288

         Authorization (signature): /s/ John Ziegelman
                                    ------------------

         By (print name): John Ziegelman
                          --------------

         Title (for Holder):
                             --------------------------

         Dated: Sept 30, 2004

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                                 ACKNOWLEDGMENT


         HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this
Conversion Notice by CD INVESTMENT PARTNERS, LTD. and hereby directs American
Stock Transfer & Trust Co. ("AST") to issue the above indicated 66,579 shares of
Common Stock in accordance with the agreed Transfer Agent Instructions dated May
22, 2002 from the Company and acknowledged and agreed to by American Stock
Transfer & Trust Co.

In accordance with said Transfer Agent Instructions, the stock certificates for
such shares may be issued without the restrictive legend therein if AST is
provided with the requisite opinion of counsel (it being contemplated that the
shares may be eligible for sale under Rule 144(k) thereby eliminating the need
for such legend if provided in such opinion).



                                            HOLLYWOOD MEDIA CORP.


                                            By: /s/ Mitchell Rubenstein
                                                --------------------------
                                            Name: Mitchell Rubenstein
                                            Title: Chief Executive Officer



Dated:  September 30, 2004

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